Common use of Disclaimer of Other Representations or Warranties Clause in Contracts

Disclaimer of Other Representations or Warranties. (a) Except as previously set forth in this Section 2 or in any certificate delivered by the Company to Parent and/or Merger Sub pursuant to this Agreement, the Company makes no representation or warranty, express or implied, at law or in equity, with respect to it or any of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed. (b) The Company acknowledges and agrees that, except for the representations and warranties of Parent and Merger Sub set forth in Section 3, neither the Company nor any of its Representatives are relying on any other representation or warranty of Parent or any other Person made outside of Section 3, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions.

Appears in 2 contracts

Samples: Merger Agreement (Rexahn Pharmaceuticals, Inc.), Merger Agreement (Rexahn Pharmaceuticals, Inc.)

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Disclaimer of Other Representations or Warranties. (a) Except as previously set forth in this Section 2 ARTICLE III or in any certificate delivered by the Company to Parent and/or Merger Sub Buyer pursuant to this Agreement, the Company makes no representation or warranty, express or implied, at law or in equity, with respect to it or any of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed; provided that this Section 3.214 shall not limit any claims for Fraud. (b) The Company acknowledges and agrees that, except for the representations and warranties of Parent and Merger Sub Buyer set forth in Section 3ARTICLE IV, neither the Company nor any of its Representatives are is relying on any other representation or warranty of Parent Buyer or any other Person made outside of Section 3, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case, ARTICLE IV with respect to the Contemplated TransactionsTransaction.

Appears in 1 contract

Samples: Stock Purchase Agreement (Qualigen Therapeutics, Inc.)

Disclaimer of Other Representations or Warranties. (a) Except as previously set forth in this Section 2 or in any certificate delivered by the Company to Parent and/or Merger Sub pursuant to this Agreement, the Company makes no representation or warranty, express or implied, at law or in equity, with respect to it or any of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed. (b) The Company acknowledges and agrees that, except for the representations and warranties of Parent and Merger Sub set forth in Section 3, neither the Company nor any of its Representatives are is relying on any other representation or warranty of Parent or any other Person made outside of Section 3, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Ritter Pharmaceuticals Inc)

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Disclaimer of Other Representations or Warranties. (a) Except as previously set forth in this Section 2 or in any certificate delivered by the Company to Parent and/or Merger Sub pursuant to this Agreement, the Company makes no representation or warranty, express or implied, at law or in equity, with respect to it or any of its assets, liabilities or operations, and any such other representations or warranties are hereby expressly disclaimed. (b) The Company acknowledges and agrees that, except for the representations and warranties of Parent and Merger Sub set forth in Section 3, neither the Company nor any of its Representatives are is not relying on any other representation or warranty of Parent or any other Person made outside of Section 3, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied, in each case, with respect to the Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Gemphire Therapeutics Inc.)

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